Determination by Independent Public Accountants. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 shall be made in writing by independent public accountants agreed to by the Company and the Executive, (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required determinations. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with the services contemplated by this Section 5.
Appears in 2 contracts
Samples: Executive Retention and Severance Agreement (Fresh Del Monte Produce Inc), Executive Retention and Severance Agreement (Fresh Del Monte Produce Inc)
Determination by Independent Public Accountants. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 5 3 shall be made in writing by independent public accountants agreed to by the Company and the Executive, Executive (the “"Accountants”"), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 53, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required determinations. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with the services contemplated by this Section 5.3. DEFINITIONS
Appears in 2 contracts
Samples: Change of Control and Retention Agreement (Kana Software Inc), Change of Control and Retention Agreement (Kana Software Inc)
Determination by Independent Public Accountants. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 3 shall be made in writing by independent public accountants agreed to by the Company and the Executive, Executive (the “"Accountants”"), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 53, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required determinations. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with the services contemplated by this Section 53.
Appears in 2 contracts
Samples: Executive Retention and Severance Agreement (Bay Networks Inc), Executive Retention and Severance Agreement (Bay Networks Inc)
Determination by Independent Public Accountants. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 5 4 shall be made in writing by independent public accountants agreed to by the Company and the Executive, Executive (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 54, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required determinations. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with the services contemplated by this Section 54.
Appears in 1 contract
Determination by Independent Public Accountants. Unless the Company and Executive Officer otherwise agree in writing, any determination required under this Section 5 3 shall be made in writing by independent public accountants agreed to by the Company and the Executive, Officer (the “"Accountants”"), whose determination shall be conclusive and binding upon Executive Officer and the Company for all purposes. For purposes of making the calculations required by this Section 53, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive Officer shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required determinations. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with the services contemplated by this Section 53.
Appears in 1 contract
Samples: Officer Retention and Severance Agreement (Bay Networks Inc)
Determination by Independent Public Accountants. Unless the Company ----------------------------------------------- and Executive otherwise agree in writing, any determination required under this Section 5 4 shall be made in writing by independent public accountants agreed to by the Company and the Executive, Executive (the “"Accountants”"), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 54, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required determinations. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with the services contemplated by this Section 54.
Appears in 1 contract
Samples: Executive Retention and Severance Agreement (At Home Corp)
Determination by Independent Public Accountants. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 5 Article V shall be made in writing by independent public accountants agreed to by the Company and the Executive, Executive (the “"Accountants”"), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5Article V, the Accountants may rely on reasonable, good faith interpretations concerning the application applications of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants Accountant such information and documents as the Accountants may reasonably request in order to make the required determinationsdetermination. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with the services contemplated by this Section 5.Article V.
Appears in 1 contract
Samples: Executive Retention Agreement (Cadence Design Systems Inc)
Determination by Independent Public Accountants. Unless the Company and an Executive otherwise agree in writing, any determination required under this Section 5 3 shall be made in writing by independent public accountants agreed to by the Company and the Executive, an Executive (the “"Accountants”"), whose determination shall be conclusive and binding upon an Executive and the Company for all purposes. For purposes of making the calculations required by this Section 53, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and an Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required determinations. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with the services contemplated by this Section 53.
Appears in 1 contract
Samples: Executive Retention and Severance Agreement (Digital Link Corp)